1
EXHIBIT 4.10
[logo]
HAWK
November 1, 1996
[NAME AND ADDRESS
OF STOCKHOLDER]
Dear [NAME OF STOCKHOLDER]:
Reference is hereby made to that certain Shareholders' Agreement, dated
June 30, 1995, by and among HAWK CORPORATION, a Delaware corporation formerly
known as The Hawk Group of Companies, Inc. (the "Company"), CLANCO PARTNERS I,
CLANCO PARTNERS III, XXXXXXX X. X'XXXXX XXXXXXXXXXX TRUST A, XXXXXXX X. X'XXXXX
REVOCABLE TRUST, XXXXXXX X. X'XXXXX, XX., XXXXXX X. XXXXXXXXX and XXXXXXX X.
XXXXX (collectively, the "Shareholders," and individually a "Shareholder") and
HAWK HOLDING CORP., a Delaware corporation formerly known as Hawk Corporation,
XXXXXX X. XXXXXXX, XXXXXX X. XXXXXXXX and XXXXX X. XXXXXX (the "Shareholders'
Agreement").
This letter will confirm your agreement that the third recital
paragraph of the Shareholders' Agreement is hereby amended and restated in its
entirety as follows:
"WHEREAS, each Shareholder is the legal and beneficial owner
of the number of shares of Class A Common Stock, $0.01 par value
("Common Stock"), and the number of shares of Series B and Series C
Preferred Stock, $0.01 par value (collectively, "Preferred Stock"), of
the Company (the Common Stock and Preferred Stock are collectively
referred to herein as the "Stock") as set forth opposite his name on
Annex I attached hereto and incorporated herein by reference;"
This letter also will confirm your agreement that Annex I to the
Shareholders' Agreement is hereby amended and restated in its entirety as set
forth in Annex I attached to this letter.
The foregoing amendments will become effective only upon the closing of
the Company's offering of 10 1/4% Senior Notes due 2003. Please acknowledge your
agreement to the foregoing by signing and dating the enclosed copy of this
letter in the space provided below and return it to Xxxxxx X. Xxxxxxxxxx in the
enclosed envelope.
Very truly yours,
HAWK CORPORATION
By:
----------------------------------
Its:
---------------------------------
ACKNOWLEDGED AND AGREED:
-----------------------------------
[NAME OF STOCKHOLDER]
2
ANNEX I
-------
Common Stock Preferred Stock
------------ ----------------------------
Class A Series A Series B Series C
------------ -------- -------- --------
Clanco Partners I 461,757 985 -- 2.448
Xxxxxxx X. X'Xxxxx, Xx. -- 290 315 --
Irrevocable Trust A
Xxxxxxx X. X'Xxxxx -- 100 -- --
Revocable Trust
Xxxxxxx X. X'Xxxxx, Xx. 1,735 -- -- --
Xxxxxxx X. Xxxxx 5,899 -- 6 --
Xxxxxx X. Xxxxxxxxx 4,858 -- 7 --